WVC 31 D- 1 - 150
§31D-1-150. Definitions.
As used in this chapter, unless the context otherwise requires
a different meaning, the term:

(1) "Articles of incorporation" includes, but is not limited
to, amended and restated articles of incorporation and articles of
merger.

(2) "Authorized shares" means the shares of all classes a
domestic or foreign corporation is authorized to issue.

(3) "Conspicuous" means written so that a reasonable person
against whom the writing is to operate should have noticed,
including, but not limited to, printing in italics or boldface or
contrasting color, or typing in capitals or underlined.

(4) "Corporation" or "domestic corporation" means a
corporation for profit, which is not a foreign corporation,
incorporated under or subject to the provisions of this chapter.

(5) "Deliver" or "delivery" means any method of delivery used
in conventional commercial practice, including, but not limited to,
delivery by hand, mail, commercial delivery and electronic
transmission.

(6) "Distribution" means a direct or indirect transfer of
money or other property or incurrence of indebtedness by a
corporation to or for the benefit of its shareholders in respect of
any of its shares: Provided, That "distribution" does not include
a direct or indirect transfer of a corporation's own shares. A
distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption or other acquisition of shares; or
a distribution of indebtedness.

(7) "Effective date of notice" means the date as determined
pursuant to section one hundred fifty-one of this article.

(8) "Electronic transmission" or "electronically transmitted"
means any process of communication not directly involving the
physical transfer of paper that is suitable for the retention,
retrieval and reproduction of information by the recipient.

(9) "Employee" includes an officer and may include a director:
Provided, That the director has accepted duties that make him or
her also an employee.

(10) "Entity" includes corporations and foreign corporations;
nonprofit corporations; profit and nonprofit unincorporated
associations; limited liability companies and foreign limited
liability companies; business trusts, estates, partnerships, trusts
and two or more persons having a joint or common economic interest;
and state, United States and foreign government.

(11) "Foreign corporation" means a corporation for profit
incorporated under a law other than the laws of this state.

(13) "Individual" includes, but is not limited to, the estate
of an incompetent or deceased individual.

(14) "Person" includes, but is not limited to, an individual
and an entity.

(15) "Principal office" means the office so designated in the
return required pursuant to section three, article twelve-c,
chapter eleven of this code where the principal executive offices
of a domestic or foreign corporation are located.

(16) "Proceeding" includes, but is not limited to, civil suits
and criminal, administrative and investigatory actions.

(17) "Record date" means the date established under article
six or seven of this chapter on which a corporation determines the
identity of its shareholders and their shareholdings. The
determinations are to be made as of the close of business on the
record date unless another time for doing so is specified when the
record date is fixed.

(18) "Registered agent" means the agent identified by the
corporation pursuant to section five hundred one, article five of
this chapter.

(19) "Registered office" means the address of the registered
agent for the corporation, as provided in section five hundred one,
article five of this chapter.

(20) "Secretary" means the corporate officer to whom the board
of directors has delegated responsibility under subsection (c),
section eight hundred forty, article eight of this chapter for
custody of the minutes of the meetings of the board of directors
and the meetings of the shareholders and for authenticating records
of the corporation.

(21) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner
of shares to the extent of the rights granted by a nominee
certificate on file with a corporation.

(22) "Shares" means the units into which the proprietary
interests in a corporation are divided.

(23) "Sign" or "signature" includes, but is not limited to,
any manual, facsimile, conformed or electronic signature with means
to identify a record by signature, mark or other symbol, with
intent to authenticate it.

(24) "State", when referring to a part of the United States,
includes a state and commonwealth and a territory and insular
possession of the United States and their agencies and governmental
subdivisions.

(25) "Subscriber" means a person who subscribes for shares in
a corporation, whether before or after incorporation.

(26) "United States" includes, but is not limited to,
districts, authorities, bureaus, commissions, departments and any
other agency of the United States.

(27) "Voting group" means all shares of one or more classes or
series that, pursuant to the articles of incorporation or this
chapter, are entitled to vote and be counted together collectively
on a matter at a meeting of shareholders. All shares entitled by
the articles of incorporation or this chapter to vote generally on
the matter are for that purpose a single voting group.

(28) "Voting power" means the current power to vote in the election of directors.

Note: WV Code updated with legislation passed through the 2015 Regular Session
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